AT&T INC. — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2010-04-30

Reporting Person: STANKEY JOHN T (Pres. and CEO, AT&T Oprs.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	A	801.2182	$26.06	Acquired	38049.1886	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	277638	Direct
Common Stock	2448.271	Indirect
Common Stock	84750	Indirect

Footnotes

F1: Automatic purchase of shares by the reporting person with payroll deductions and, to a limited extent, company matching contributions, in the form of deferred stock units settled only in stock on a 1-for-1 basis as provided for in the plan.